Posted: April 2nd, 2025
Event Date: June 2nd, 2025
CMM Cares is proud to partner with America’s VetDogs to host our 2025 Charity Golf Outing. This year’s event will be held on June 2 at St. George’s Golf & Country Club in East Setauket, NY. The outing will benefit Long Island veterans and first responders in need and will be dedicated to the memory of Ex-Chief and SCPD Ret. Det. John “Jack” Miller.
Registration and sponsorship opportunities will be announced soon.
For more information, contact Julie Alberti at julie@cmmcares.org.
Posted: March 28th, 2025
Event Date: April 23rd, 2025
This program will focus on opioid dependency and best practices for the hiring process, background checks, and the impact of the new Clean Slate Act. Join CMM Senior Partner Christine Malafi and as she discusses employer policies regarding protected classes, medical leave, drug testing and co-worker reporting in the workplace.
Date: Wednesday, April 23, 2025
Time: 5:30 p.m. – 7:30 p.m.
Where: SCBA Great Hall, 560 Wheeler Rd., Hauppauge, NY 11788
Cost: Free. Tuition is sponsored by the Suffolk Academy of Law with funding from the Suffolk County Opioid Fund Settlement Grant.
MCLE: 2 Professional Practice
Dinner will be served.
Posted: March 28th, 2025
Joe Campolo moderated the HIA-LI Economic Development Symposium on Thursday, March 27, 2025. the panelists spoke about transformative projects on Long Island, including developments in the Long Island Innovation Park, Town of Smithtown and Town of Islip. Panelists include Ed Wehrheim, Supervisor of the Town of Smithtown, Angie Carpenter, Supervisor of the Town of Islip, Kelly Murphy, Executive Director & CEO of the Suffolk County IDA, and James Coughlan, Co-Founder of Tritec Real Estate.
Campolo opened the symposium by sharing his personal journey, detailing how he progressed from being a member of the HIA-LI to serving on its Executive Board, contributing to numerous projects that support Long Island businesses. Listen here.
Posted: March 19th, 2025
Commercial real estate transactions can be quite challenging, often involving complicated legal and logistical considerations. Successfully navigating these deals requires meticulous planning, clear communication, and the ability to adapt to unexpected obstacles. In Campolo, Middleton & McCormick’s latest commercial real estate deal, Partner Donald Rassiger was able to guide the seller, a large New York medical practice, through the sale of multiple properties with a favorable outcome.
This complex sale involved the early termination of Industrial Development Agency Program (IDA PILOT) on two properties, last-minute changes in the buyer’s lender, and construction easements on one of the properties resulting from a previous subdivision of the site and the sale of the vacant lot for development.
“Thanks for everything and all your help in getting this thing across the finish line,” our client remarked.
For more information about our M&A and Commercial Real Estate practice, contact Don Rassiger at 631-738-9100.
Posted: March 18th, 2025
By: David Green, Esq. email, Alex Tomaro, Law Clerk email
Tags: corporate
For New York LLC’s, the law requires members to enter into an operating agreement. Often, legal requirements turn into normal checklist items, and operating agreements dangerously contain the bare minimum.
In an LLC, the members do not hold shares of stock. Thus, the rules and procedures of an LLC are set forth in an operating agreement, not a shareholder’s agreement. Like a shareholder’s agreement, an operating agreement should define the rights and responsibilities of the members among each other and as to the LLC. Often, operating agreements go further, also defining the manner in which the LLC will be operated.
An essential element of an operating agreement is the identification of a “managing member.” The managing member is typically responsible for the day-to-day management of and decision making for the LLC. These responsibilities can be defined in any way that the parties agree.
What happens if a non-managing member disagrees with the actions of the managing member? This exact scenario was brought by a client to the CMM litigation team. New York’s LLC law provides procedural remedies, all of which involve litigation, lawyers, judges, and often juries. In other words, cost, time, and uncertainty. While CMM successfully negotiated a favorable resolution, the time and expense might have been avoided by the existence of a sufficient operating agreement.
Imagine that the LLC’s operating agreement had its own dispute resolution procedure built in. One where a dissenting member could properly and in the best interest of the LLC challenge the managing member’s decision. The members and the LLC would have exponential economic, temporal, and emotional savings.
At CMM, we recommend annual business checkups to avoid unnecessary disputes. Learn more:
For more input and guidance on business divorce, reach out to David Green at 631-738-9100.
Thank you to Alex Tomaro for his research and writing assistance.
Posted: March 3rd, 2025
When it comes to running a corporation, planning for the unexpected is just as important as day-to-day operations. One critical but often overlooked safeguard is a well-drafted shareholder agreement.
Imagine a scenario where a shareholder unexpectedly passes away or decides to retire. Without a well-drafted shareholder agreement, the shareholders could face significant legal and financial challenges and expenses. These include disputes over ownership and control, leading to costly legal battles; valuation disagreements requiring expensive external experts; and complications in exiting the company, which may result in prolonged negotiations or litigation. Additionally, the absence of clear buy-sell provisions can leave shareholders facing unexpected tax liabilities or difficulties in handling the death or disability of a shareholder.
Ownership of a corporation is held in shares of stock. Shareholders or stockholders have the right to, and as a best practice should, enter into a contract that clearly explains the rights and responsibilities of each shareholder. These contracts can outline ownership interests, employment and payment rights, distribution rights, access to corporate documents, and any other agreements the shareholders want to make.
Notably, shareholder agreements can also preemptively address what happens when a shareholder dies, retires, or otherwise wants to divest their shares. In a recent matter handled by CMM’s litigation team and led by litigation partner David Green, owners of a corporation’s shares spent significant resources litigating over the value of the corporation so that one shareholder could sell their shares. The shareholder’s agreement was silent on any valuation methodology.
In contrast, a shareholder’s agreement can include a specific formula to determine valuation, or even a specific value per share. Spending the time, money, and resources upfront to assess and plan for a share sale would have saved the client tens of thousands of dollars in the long run. This real-life example underscores the importance of proactive planning.
Moreover, minority shareholders may be at risk of oppression without adequate contractual protections, and unclear roles or compensation structures for working shareholders can lead to internal disputes. Finally, without defined ownership of intellectual property or company assets, shareholders could face costly legal conflicts.
Maintaining a comprehensive and up-to-date shareholder agreement is crucial for any corporation. The best practice for any corporate shareholder is to create and regularly assess your shareholder’s agreement. Learn more:
For more input and guidance on business divorce, reach out to David Green at 631-738-9100.
Thank you to Alex Tomaro for his research and writing assistance.
Posted: February 28th, 2025
On February 28th, Joe Campolo moderated the HIA-LI Economic Development Task Force meeting, which focused on tourism and travel on Long Island. The event took place at the LI Cares Center and began with opening remarks from Town of Islip Supervisor Angie Carpenter.
The panel provided valuable insights into the latest developments shaping Long Island’s tourism industry, emphasizing the significance of the Midway Crossing project in the Town of Islip and highlighting the need to expand hotel capacity across the region.
The distinguished panelists included Shelley LaRose, Commissioner of Long Island MacArthur Airport; Kristen Reynolds, President & CEO of Discover Long Island; Jan Rozeveld, Hospitality Entrepreneur; and Michael Kelly, President of Kelly Development Corp.
Posted: February 25th, 2025
A company specializing in HVAC, fuel, and oil does more than provide comfort to your home or business—it enhances your quality of life. These professionals work behind the scenes to ensure a consistently comfortable environment, regardless of external conditions.
In a recent asset purchase, CMM Partner Vincent Costa and Alex Tomaro represented a buyer with over 100 years of industry experience. The buyer, focused on strategic growth, acquired a complementary company to expand their existing operations. This acquisition strengthens the buyer’s capabilities by providing additional support to their current business model.
“We knew we were in good hands throughout the entire process,” the client said of the deal team.
For more information about our mergers and acquisitions practice, contact Vincent Costa at 631-738-9100.
Posted: February 18th, 2025
Event Date: February 25th, 2025
CMM Senior Partner and The 1957 Club General Counsel Scott Middleton, invites you to join The 1957 Club for a night of sophisticated bites and upscale cocktails on Tuesday, Feb. 25, 2025 at Chops Steakhouse in Patchogue. Event proceeds benefit the 1957 Club (NIL).
The 1957 Club is a third-party non-profit organization that provides name, image, and likeness (NIL) opportunities to Stony Brook University student-athletes while helping promote charitable organizations located within the Stony Brook community.
